AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT dated as of March 18, 1998, by and between Xxxx Group Inc., a
Delaware corporation ("Employer"), and Xxxxxxx X. Xxxxxxx ("Employee").
WHEREAS, Employer and Employee entered into an Employment Agreement
("Agreement"), made effective May 15, 1996, which is incorporated herein in its
entirety; and
WHEREAS, Employer and Employee desire to effect certain amendments to the
Agreement, all as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
2. Section 3.1.1 of the Agreement is hereby amended in its entirety and replaced
with the following:
_______An annual salary of $250,000, payable bi-weekly or at such
other interval as Employer may establish for its usual payroll payment and
subject to required withholding of taxes, social security, benefit
payments, etc.
3. Section 4.1 and 4.2 of the Agreement are hereby amended in their entirety and
replaced with the following:
Employer and Employee acknowledge that Employee is an "employee at
will." The employment of Employee hereunder and the Term of this Agreement
(the "Term") shall commence on June 1, 1998, and shall continue thereafter
unless and until notice of termination is given in writing by either party
at least sixty (60) days prior to the termination date.
4. Section 5.5 of the Agreement is hereby amended in its entirety and replaced
with the following:
Restrictive Covenant
In the event that Employee ceases to be an employee of Employer for any
reason ("Withdrawal from the Company"), Employee may conduct business in
competition with Employer. However, for the two year period immediately
following the Withdrawal from the Company, Employee may not:
(i) solicit, join, provide services to, advise, give assistance to, or
contact any person or entity who
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was a client of Employer, or any employee of such client, with respect
to the provision of insurance or insurance-related services;
(ii) solicit any persons or entities who, to the knowledge of
Employee, are or were identified through leads developed while
Employee was employed by Employer;
(iii) solicit professional relationships introduced to such Employee
by any employee or client of Employer while Employee was an employee
of Employer;
(iv) offer employment to or employ any person who is then, or had been
within 6 months of such offer, an employee of Employer; or
(v) solicit any employee of Employer to terminate his or her
employment.
Employee acknowledges that a material part of his/her current and future
compensation, including salary increases and/or bonuses, is being paid in
consideration for Employee's promises to honor the restrictive covenants and
confidentiality aspects of this Employment Agreement. The Employee agrees that
the restrictive covenants and confidentiality provisions set forth in this
Employment Agreement are both reasonable and necessary to protect the vital
interests of Employer and to promote an open and productive working relationship
between Employer and Employee, from which Employee will benefit.
4. Section 6.11 of the Agreement is hereby amended to add the following
sentence.
Employee acknowledges that, in connection with this Agreement, Employee has been
advised to seek the advise of counsel and is now so advised.
5. Section 7a.i.(B) of the Agreement is hereby amended as follows:
The words "12 months" shall replace the words "18 months" in both places in
which such words appear.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
above written.
XXXXXXX X. XXXXXXX XXXX GROUP INC.
______________________________ By:___________________________________
Xxxxx X. Xxxxxxx, President & CEO
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